The Board of Aerocrine proposes long-term incentive program
The Board of Directors of Aerocrine AB (NASDAQ OMX Stockholm: AERO) proposes that the shareholders at an Extraordinary General Meeting on 16 November 2011 resolves to implement a long-term incentive program for senior executives as well as other employees and key persons (“LIP 2011”). LIP 2011 includes employee stock options and hedging measures created through the issuance and approval of transfer of warrants. The proposed program is, among other things, part of Aerocrine’s strategy to build and strengthen the company’s U.S. operations and commercial organization.
The Board considers the existence of an efficient share-related, time and share price performance-based, incentive program for senior executives, other employees and key persons to be of material importance to the growth of Aerocrine. The proposed program is aimed at creating a common focus for participating employees and partners in various divisions of Aerocrine. Furthermore, the proposed program is part of Aerocrine’s strategy to build and strengthen the company’s U.S. operations and commercial organization, including the recent recruitment of Scott Myers as the new CEO. It is also in light of this strategy the terms of the proposed program should be seen. It is deemed necessary to create an incentive program with terms and conditions that are perceived as being competitive with those U.S. employers typically offer so as to enable appropriate recruitment in the United States and thereby continue the development of Aerocrine’s U.S. operations. The importance of this is underlined by the recent release of ATS (American Thoracic Society) clinical practice guidelines which strongly recommend the use of Aerocrine’s method in the treatment of asthma. The Board is of the opinion that the proposed program is vital to the attraction of Aerocrine as an employer and partner, both in the United States and elsewhere, thereby facilitating the recruitment and retention of key persons who will be important to the continued growth of Aerocrine and to maximize the shareholder value.
In brief, the Board proposes that a total of not more than 10,000,000 employee stock options (“ESOs”) shall be allotted free of charge to approximately 80 current and, in addition thereto, future senior executives and other employees within the group as well as other key persons, including scientific and clinical consultants. The ESOs will entitle to the acquisition of shares in Aerocrine. In order to enable the delivery of shares and otherwise safeguard the fulfillment of Aerocrine’s obligations under LIP 2011, the Board proposes that the General Meeting resolves to issue not more than 8 648 461 warrants to the wholly-owned subsidiary Aerocrine ESOP AB and approves that part of the warrants issued in conjunction with the implementation of Aerocrine’s 2007 and 2009 incentive programs also may be disposed of under LIP 2011.
A more detailed description of the Board’s proposal together with other information is included in the notice of the Extraordinary General Meeting.
For more information, contact:
Anders Williamsson, Chairman of the Board, telephone +46 708 721 865.
About Aerocrine
Aerocrine AB is a medical technology company focused on the improved management and care of patients with inflammatory airway diseases. As the pioneer and leader in the technology to monitor and manage airway inflammation, Aerocrine markets NIOX® Flex and NIOX MINO®. Both products enable fast and reliable management of airway inflammation and may therefore play a critical role in more effective diagnosis, treatment and follow-up of patients with inflammatory airway diseases such as asthma. Aerocrine is based in Sweden with subsidiaries in the US, Germany and the UK. Aerocrine shares were listed on the Stockholm Stock Exchange on 15 June 2007. Aerocrine discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication at 21:00 p.m. on October 17, 2011.